SHELTER PROPERTIES V LIMITED PARTNERSHIP, 10KSB, 1999-03-01

SHELTER PROPERTIES V LIMITED PARTNERSHIP
10KSB, 1999-03-01
REAL ESTATE

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FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D)

(Mark One)
[X] Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934 [No Fee Required]
For the fiscal year ended November 30, 1998
or
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934 [No Fee Required]

For the transition period from..........to.........
Commission file number 0-11574

SHELTER PROPERTIES V
(Name of small business issuer in its charter)

South Carolina 57-0721855
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)

Issuer's telephone number
(864) 239-1000

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Units of Limited Partnership Interest
(Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year. $14,116,000

State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of a specified date within the past 60 days. No market exists for
the limited partnership interests of the Registrant, and therefore, no aggregate
market value can be determined.

DOCUMENTS INCORPORATED BY REFERENCE
None

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Shelter Properties V (the "Partnership" or "Registrant") was organized as a
limited partnership under the laws of the State of South Carolina on August 21,
1981. The Corporate General Partner responsible for management of the
Partnership's business is Shelter Realty V Corporation, a South Carolina
corporation (the "Corporate General Partner"). The only other general partner
of the Partnership is N. Barton Tuck, Jr. Mr. Tuck is not an affiliate of the
Corporate General Partner and is effectively prohibited by the Partnership's
partnership agreement (the "Partnership Agreement") from participating in the
management of the Partnership. The Corporate General Partner is a subsidiary of
Apartment Investment and Management Company ("AIMCO"). The Partnership Agreement
provides that the Partnership is to terminate on December 31, 2023, unless
terminated prior to such date.

The Registrant is engaged in the business of operating and holding real
properties for investment. In 1983 and 1984, during its acquisition phase,
the Registrant acquired eight existing apartment properties. The Registrant
continues to own and operate seven of these properties. See "Item 2.
Properties".

Commencing May 27, 1983, the Registrant offered pursuant to a Registration
Statement filed with the Securities and Exchange Commission, up to 99,900
Units of Limited Partnership Interest (the "Units") at a purchase price of
$1,000 per Unit with a minimum purchase of 5 Units ($5,000), or 2 Units
($2,000) for an Individual Retirement Account. An additional 100 Units were
purchased by the Corporate General Partner.

The offering terminated on December 8, 1983. Upon termination of the offering,
the Registrant had accepted subscriptions for 52,538 Units, including 100 Units
purchased by the Corporate General Partner, for an aggregate of $52,538,000.
Unsold Units (numbering 47,462) were deregistered pursuant to Post Effective
Amendment No. 3 to the Registration Statement filed with the Securities and
Exchange Commission on December 21, 1983. The Registrant invested approximately
$38,900,000 of such proceeds in eight existing apartment properties. Since its
initial offering, the Registrant has not received, nor are limited partners
required to make, additional capital contributions.

A further description of the Partnership's business is included in "Management's
Discussion and Analysis or Plan of Operation" included in "Item 6" of this
Form 10-KSB.

The Registrant has no employees. Management and administrative
services are performed by the Corporate General Partner and by agents retained
by the Corporate General Partner. Until September 30, 1998, property management
services were performed at the Partnership's properties by Insignia Residential
Group L.P. Since October 1, 1998, AIMCO, an affiliate of the Corporate General
Partner, has been providing such property management services. (See "Transfer
of Control" below.)

The real estate business in which the Partnership is engaged is highly
competitive. There are other residential properties within the market area of
the properties. The number and quality of competitive properties, including
those which may be managed by an affiliate of the Corporate General Partner in
such market area, could have a material effect on the rental market for the
apartments at the Registrant's properties and the rents that may be charged
for such apartments. While the Corporate General Partner and its affiliates
are a significant factor in the United States in the apartment industry,
competition for the apartments is local. In addition, various limited
partnerships have been formed by the Corporate General Partner and/or affiliates
to engage in business which may be competitive with the Registrant.

Both the income and expenses of operating the remaining properties owned by
the Partnership are subject to factors outside of the Partnership's control,
such as an oversupply of similar properties resulting from overbuilding,
increases in unemployment or population shifts, reduced availability of
permanent mortgage financing, changes in zoning laws, or changes in patterns
or needs of users. In addition, there are risks inherent in owning and
operating residential properties because such properties are susceptible
to the impact of economic and other conditions outside of the control of
the Partnership.

There have been, and it is possible there may be other, Federal, state
and local legislation and regulations enacted relating to the protection of
the environment. The Partnership is unable to predict the extent, if any, to
which such new legislation or regulations might occur and the degree to which
such existing or new legislation or regulations might adversely affect the
properties owned by the Partnership.

The Partnership monitors its properties for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed, which resulted in no material
adverse conditions or liabilities. In no case has the Partnership received
notice that it is a potentially responsible party with respect to an
environmental clean up site.

Transfer of Control

On October 1, 1998, Insignia Financial Group, Inc. merged into Apartment
Investment and Management Company, a publicly traded real estate investment
trust, with AIMCO being the surviving corporation (the "Insignia Merger"). As
a result, AIMCO acquired approximately 51% of the outstanding common shares of
beneficial interest of Insignia Properties Trust ("IPT"), the entity which
controls the Corporate General Partner. Also, effective October 1, 1998 IPT
and AIMCO entered into an Agreement and Plan of Merger pursuant to which IPT
was to be merged with and into AIMCO (the "IPT Merger"). The IPT Merger was
consummated on February 26, 1999. The Corporate General Partner does not
believe that this transaction will have a material effect on the affairs
and operations of the Partnership.

ITEM 2. DESCRIPTION OF PROPERTIES

The following table sets forth the Registrant's investments in properties:

Date of
Property Purchase Type of Ownership Use

Foxfire Apartments 07/19/83 Fee ownership, subject Apartment
Atlanta, Georgia to first mortgage. (1) 266 units

Old Salem Apartments 08/25/83 Fee ownership, subject Apartment
Charlottesville, Virginia to first mortgage. 364 units

Woodland Village Apartments 09/01/83 Fee ownership, subject Apartment
Columbia, South Carolina to first mortgage. 308 units

Lake Johnson Mews Apartments 09/30/83 Fee ownership, subject Apartment
Raleigh, North Carolina to first mortgage. 201 units

The Lexington Apartments 10/31/83 Fee ownership, subject Apartment
Sarasota, Florida mortgages.n(1)econd 267 units

Millhopper Village Apartments 11/22/83 Fee ownership, subject Apartment
Gainesville, Florida to first mortgage. 136 units

Tar River Estates 01/18/84 Fee ownership, subject Apartment
Greenville, North Carolina to first and second 402 units
mortgages. (1)

(1) Property is held by a Limited Partnership which the Registrant owns a 99.99%
interest in.

SCHEDULE OF PROPERTIES:

Set forth below for each of the Registrant's properties is the gross carrying
value, accumulated depreciation, depreciable life, method of depreciation and
Federal tax basis.

<TABLE>
<CAPTION>
Gross

Carrying Accumulated Federal

Property Value Depreciation Rate Method Tax Basis

(in thousands) (in thousands)

<S> <C> <C> <C> <C> <C>
Foxfire Apts. $ 10,548 $ 6,334 5-29 yrs S/L $ 1,317

Old Salem Apts. 16,129 9,320 5-28 yrs S/L 2,103

Woodland Village Apts. 12,111 6,850 5-30 yrs S/L 1,608

Lake Johnson Mews Apts. 8,295 4,543 5-30 yrs S/L 1,179

The Lexington Apts. 9,921 4,971 5-34 yrs S/L 2,212

Millhopper Village Apts. 5,652 3,272 5-29 yrs S/L 733

Tar River Estates 13,683 8,125 5-27 yrs S/L 1,812

$ 76,339 $43,415 $10,964

</TABLE>

See "Note A" to the financial statements in "Item 7" for a description of the
Partnership's depreciation policy.

SCHEDULE OF PROPERTY INDEBTEDNESS:

The following table sets forth certain information relating to the loans
encumbering the Registrant's properties.

<TABLE>
<CAPTION>
Principal Principal

Balance At Stated Balance

November 30, Interest Period Maturity Due At

Property 1998 Rate Amortized Date (4) Maturity (4)

(in thousands) (in thousands)

<S> <C> <C> <C> <C> <C>
Foxfire

1st Mortgage $ 4,611 7.50% (1) 05/01/99 (1) $ 4,595

Old Salem

1st Mortgage 6,413 10.375% (2) 12/10/16 65

Woodland Village

1st Mortgage 4,950 7.33% none 11/01/03 4,950

Lake Johnson Mews

1st Mortgage 4,350 7.33% none 11/01/03 4,350

h1steMortgage 3,400 7.60% (3) 11/15/02 2,870

2nd Mortgage 123 7.60% none 11/15/02 123

Millhopper Village

1st Mortgage 2,700 7.33% none 11/01/03 2,700

Tar River Estates

1st Mortgage 4,698 7.60% (3) 11/15/02 3,965

2nd Mortgage 169 7.60% none 11/15/02 169

31,414

Less unamortized

discounts (306)

Total $31,108 $23,787

</TABLE>

(1)The principal balance was originally being amortized over 25 years with a
balloon payment due February 1, 1999. This mortgage has been extended for
90 days while the Corporate General Partner negotiates replacement
financing.
(2)The principal balance is being amortized over 300 months.
(3)The principal balance is being amortized over 257 months with a balloon
payment due November 15, 2002.
(4)See "Item 7, Financial Statements - Note C" for information with respect to
the Registrant's ability to repay these loans and more specific details as
to the terms of the loans.

RENTAL RATES AND OCCUPANCY:

Average annual rental rates and occupancy for 1998 and 1997 for each property:

Average Annual Average Annual

Rental Rates Occupancy

1998 1997 1998 1997

Foxfire $7,776 $7,417 93% 92%

Old Salem 7,402 7,027 94% 93%

Woodland Village 7,493 7,072 93% 91%

Lake Johnson Mews 8,389 8,002 95% 95%

The Lexington 7,762 7,412 94% 96%

MillhoppertVillage 8,129 7,665 96% 95%

Tar River Estates 6,176 6,019 96% 92%

The Corporate General Partner attributes the increase in occupancy at Tar River
Estates to a decrease in new construction in the submarket and to exterior and
interior improvements completed over the last two years.

As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties are subject to competition from other
residential apartment complexes in the area. The Corporate General Partner
believes that all of the properties are adequately insured. Each property is an
apartment complex which leases units for lease terms of one year or less. No
individual tenant leases 10% or more of the available rental space. All of the
properties are in good physical condition subject to normal depreciation and
deterioration as is typical for assets of this type and age. See "Item 6.
Managements Discussion and Analysis or Plan of Operation" for information
related to budgeted capital improvements at each of the properties.

REAL ESTATE TAXES AND RATES:

Real estate taxes and effective rates in 1998 for each property were:

1998 1998

Billing* Rate
(in thousands)

Foxfire $101 3.77%

Old Salem 82 .72%

Woodland Village 153 31.18%

Lake Johnson Mews 65 1.23%

The Lexington 196 2.55%

Millhopper Village 81 2.73%

Tar River Estates 138 1.48%

*These properties have a fiscal year different than the real estate tax year;
therefore, tax expense as stated in the Partnership's Statement of Operations
does not agree to the 1998 billing.

ITEM 3. LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Corporate General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia and entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
Corporate General Partner entities, past tender offers by Insignia Affiliates to
acquire limited partnership units, the management of partnerships by Insignia
Affiliates as well as a recently announced agreement between Insignia and AIMCO.
The complaint seeks monetary damages and equitable relief, including judicial
dissolution of the Partnership. On June 25, 1998, the Corporate General Partner
filed a motion seeking dismissal of the action. In lieu of responding to the
motion, the plaintiffs have filed an amended complaint. The Corporate General
Partner has filed demurrers to the amended complaint which were heard during
February, 1999. The Corporate General Partner believes the action to be without
merit, and intends to vigorously defend it.

On July 30, 1998 certain entities claiming to own limited partnership interests
in certain limited partnerships whose Corporate General Partners were, at the
time, affiliates of Insignia filed a complaint entitled EVEREST PROPERTIES, LLC.
V. INSIGNIA FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of
California, County of Los Angeles. The action involves 44 real estate limited
partnerships (including the Partnership) in which the plaintiffs allegedly own
interests and which Insignia Affiliates allegedly manage or control (the
"Subject Partnerships"). The complaint names as defendants Insignia, several
Insignia Affiliates alleged to be managing partners of the defendant limited
partnerships, the Partnership and the Corporate General Partner. Plaintiffs
allege that they have requested from, but have been denied by each of the
Subject Partnerships, lists of their respective limited partners for the purpose
of making tender offers to purchase up to 4.9% of the limited partner units of
each of the Subject Partnerships. The complaint also alleges that certain of
the defendants made tender offers to purchase limited partner units in many of
the Subject Partnerships, with the alleged result that plaintiffs have been
deprived of the benefits they would have realized from ownership of the
additional units. The plaintiffs assert eleven causes of action, including
breach of contract, unfair business practices, and violations of the partnership
statutes of the states in which the Subject Partnerships are organized.
Plaintiffs seek compensatory, punitive and treble damages. The Corporate
General Partner filed an answer to the complaint on September 15, 1998. The
Corporate General Partner believes the claims to be without merit and intends
to defend the action vigorously.

The Partnership is unaware of any other pending or outstanding litigation that
is not of a routine nature arising in the ordinary course of business. Such
matters are not expected to have a material adverse effect on the business,
financial condition, results of operations, or liquidity of the Partnership.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fiscal year ended November 30, 1998, no matter was submitted to a
vote of security holders through the solicitation of proxies or otherwise.

PART II

ITEM 5. MARKET FOR PARTNERSHIP EQUITY AND RELATED PARTNER MATTERS

The Partnership, a publicly-held limited partnership, offered and sold 52,538
limited partnership units aggregating $52,538,000 inclusive of 100 units
purchased by the Corporate General Partner. The Partnership currently has 2,893
holders of record owning an aggregate of 52,538 Units. Affiliates of the
Corporate General Partner owned 22,861 units or 43.51% at November 30, 1998. No
public trading market has developed for the Units, and it is not anticipated
that such a market will develop in the future.

For the year ended November 30, 1998, distributions of approximately $3,554,000
were declared, of which $2,436,000 was paid during such year and $1,118,000 of
which was paid in December 1998, subsequent to the Registrant's fiscal year end.
For the year ended November 30, 1998, distributions of approximately $5,020,000
were made. In addition to the $2,436,000 distribution paid during the year
ended November 30, 1998, distribution payable of $750,000 was recorded at
November 30, 1997 and was paid December 2, 1997. The 1998 declared distributions
of $3,554,000 consisted of $769,000 from operations and $2,785,000 from surplus
funds. The 1997 paid distributions of $5,020,000 consisted of $1,956,000 from
operations and $3,064,000 from surplus funds. Subsequent to the Partnership's
fiscal year-end, a distribution of $1,900,000 was declared and paid from
operations. Future cash distributions will depend on the levels of net cash
generated from operations, refinancings, property sales and the availability of
cash reserves. The Partnership's distribution policy is reviewed on a quarterly
basis. There can be no assurance, however, that the Partnership will generate
sufficient funds from operations, after required capital expenditures, to permit
any additional distributions to its partners in 1999 or subsequent periods. In
addition, the Partnership is restricted from making distributions if the amount
in the reserve account maintained by the mortgage lender for The Lexington and
Tar River Estates is less than $1,000 per apartment unit at such property. The
reserve accounts are currently fully funded. See "Item 6. Management's
Discussion and Analysis or Plan of Operation" for information relating to
anticipated capital expenditures at the properties.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.

Results of Operations

The Registrant's net income for the year ended November 30, 1998 was
approximately $1,431,000 as compared to approximately $234,000 for the year
ended November 30, 1997. (See "Note D" of the financial statements for a
(losses)).tiTheoincreaseainunet income wasidueato'anfincreaseainbtotalcrevenues
as well as a decrease in total expenses.

Revenues increased primarily due to an increase in rental income and to a lesser
extent an increase in other income. The increase in rental income is primarily
attributable to an increase in occupancy at five of the Registrant's seven
investment properties, which more than offset the occupancy decrease at
Lexington, as well as an increase in average annual rental rates at all of the
properties. Other income increased primarily as a result of increases in
laundry income, pet fees and miscellaneous income.

Expenses decreased primarily due to reductions in operating expense,
depreciation, and interest and property tax expense. All of these reductions
more than offset the small increase in general and administrative expense.
Operating expenses decreased due to the completion during 1997 of (1) major
landscaping at Lake Johnson Mews, Tar River Estates, Foxfire and the Lexington;
(2) exterior painting at the Lexington, Old Salem, and Lake Johnson Mews; (3)
gutter repairs at Millhopper Village; (4) and preventative repairs to exterior
patios and balconies at the Lexington and Tar River Estates. These costs were
incurred to attract new tenants and increase curb appeal at the properties.
Interest expense decreased due to the reduction in mortgage balances encumbering
the properties as a result of scheduled principal payments made by the
Registrant.

General and administrative expense increased slightly for the year ended
November 30, 1998 as compared to the year ended November 30, 1997 primarily due
to increases in audit fees and administrative expenses. Included in general and
administrative expenses at both November 30, 1998 and 1997 are reimbursements to
the Corporate General Partner allowed under the Partnership Agreement associated
with its management of the Partnership. In addition, costs associated with the
quarterly and annual communications with investors and regulatory agencies and
the annual audit and appraisals required by the Partnership Agreement are also
included.

Management relies on the annual appraisals performed by outside appraisers to
assess the impairment of investment properties. There are three recognized
approaches or techniques available to the appraiser. When applicable, these
approaches are used to process the data considered significant to each to arrive
at separate value indications. In all instances the experience of the
appraiser, coupled with his objective judgment, plays a major role in arriving
at the conclusions of the indicated value from which the final estimate of value
is made. The three approaches commonly known are the cost approach, the sales
comparison approach, and the income approach. The cost approach is often not
considered to be reliable due to the lack of land sales and the significant
amount of depreciation and, therefore, is often not presented. Upon receipt of
the appraisals, any property which is stated on the books of the Partnership
above the estimated value given in the appraisal, is written down to the
estimated value provided by the appraiser. The appraiser assumes a stabilized
occupancy at the time of the appraisal and, therefore, any impairment of value
is considered to be permanent by management. For the year ended November 30,
1998, no adjustments for impairment of value were recorded.

As part of the ongoing business plan of the Partnership, the Corporate General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expense. As part of this plan, the Corporate General Partner attempts to
protect the Partnership from the burden of inflation-related increases in
expenses by increasing rents and maintaining a high overall occupancy level.
However, due to changing market conditions, which can result in the use of
rental concessions and rental reductions to offset softening market conditions,
there is no guarantee that the Corporate General Partner will be able to sustain
such a plan.

Liquidity and Capital Resources

At November 30, 1998, the Registrant had cash and cash equivalents of
approximately $3,375,000 as compared to approximately $3,347,000 at November 30,
1997. The increase in cash and cash equivalents is due to approximately
$4,638,000 of cash provided by operating activities, which was partially offset
by approximately $950,000 of cash used in investing activities and approximately
$3,660,000 of cash used in financing activities. Cash used in investing
activities consisted of property improvements. A portion of these capital
improvements were funded from net withdrawals from the Capital Improvement
Accounts and Replacement Reserve accounts at Woodland Village, Lake Johnson Mews
and Millhopper Village (see Note A. Financial Statements). Cash used in
financing activities consisted of payments of principal made on the mortgages
encumbering the Registrant's properties and distributions paid to the
Registrant's partners. The Registrant invests its working capital reserves in a
money market account.

The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Registrant and to comply with federal,
state, and local legal and regulatory requirements. The Partnership expects to
fund approximately $3.4 million in capital improvements for all of the
Partnership's properties in 1999. Capital improvements include but are not
limited to exterior painting, balcony repairs, gutter and downspout repairs,
roof repairs, and electrical and plumbing repairs. The capital expenditures
will be incurred only if cash is available from operations or from partnership
theeRegistrant'sedistributablescashbflow,eifcany,amaymbeoadverselyraffectedtat,
least in the short term.

The Registrant's current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Registrant. The mortgage
indebtedness of approximately $31,108,000, net of discount, is being amortized
over varying periods with balloon payments ranging from February 1, 1999 to
November 1, 2003. The Corporate General Partner may attempt to refinance such
indebtedness or sell the properties prior to such maturity date. The mortgage
on Foxfire Apartments which was originally to mature on February 1, 1999 has
been extended for 90 days while the Corporate General Partner negotiates
replacement financing. If the properties cannot be refinanced or sold for a
sufficient amount, the Partnership will risk losing such properties through
foreclosure.

For the year ended November 30, 1998, distributions of approximately $3,554,000
were declared, of which $2,436,000 was paid during such year and $1,118,000 of
which was paid in December 1998, subsequent to the Registrant's fiscal year end.
For the year ended November 30, 1997, distributions of approximately $5,020,000
were made. In addition to the $2,436,000 distribution paid during the year ended
November 30, 1998, distribution payable of $750,000 was recorded at November 30,
1997 and was paid December 2, 1997. The 1998 declared distributions of
$3,554,000 consisted of $769,000 from operations and $2,785,000 from surplus
funds. The 1997 paid distributions of $5,020,000 consisted of $1,956,000 from
operations and $3,064,000 from surplus funds. Subsequent to the Partnership's
fiscal year-end, a distribution of $1,900,000 was declared and paid from
operations. Future cash distributions will depend on the levels of net cash
generated from operations, refinancings, property sales and the availability of
cash reserves. The Partnership's distribution policy is reviewed on a quarterly
basis. There can be no assurance, however, that the Partnership will generate
any additional distributions to its partners in 1999 or subsequent periods.

Year 2000

General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems

The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. The Partnership is
dependent upon the Corporate General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.

The Managing Agent has determined that it will be required to modify or replace
significant portions of its software and certain hardware so that those systems
will properly utilize dates beyond December 31, 1999. The Managing Agent
presently believes that with modifications or replacements of existing software
and certain hardware, the Year 2000 Issue can be mitigated. However, if such
modifications and replacements are not made, or are not completed timely, the
Year 2000 Issue could have a material impact on the operations of the Managing
Agent and the Partnership.

Status of Progress in Becoming Year 2000 Compliant

The Managing Agent's plan to resolve the Year 2000 Issue involves the following
four phases: assessment, remediation, testing and implementation. As of
December 31, 1998, the Managing Agent has fully completed its assessment of all
information systems that could be significantly affected by the Year 2000, and
has begun the remediation, testing and implementation phase on both hardware and
software systems. Assessments are continuing in regards to embedded systems in
operating equipment. The Managing Agent anticipates having all phases complete
by June 1, 1999.

In addition to the areas the Partnership is relying on the Managing Agent to
verify compliance with, the Partnership has certain operating equipment,
primarily at the property sites, which needed to be evaluated for Year 2000
compliance. In this regard, the Corporate General Partner focused on the
security systems, elevators, heating-ventilation-air-conditioning systems,
telephone systems and switches, and sprinkler systems. The Corporate General
Partner is currently engaged in the identification of all non-compliant
operational systems, and is in the process of estimating the costs associated
with any potential modifications or replacements needed to such systems in order
for them to be Year 2000 compliant. It is not expected that such costs would
have a material adverse effect upon the operations of the Partnership.

Risk Associated with the Year 2000

The Corporate General Partner believes that the Managing Agent has an effective
program in place to resolve the Year 2000 issue in a timely manner and has
appropriate contingency plans in place for critical applications that could
affect the Partnership's operations. To date, the Corporate General Partner
is not aware of any external agent with a Year 2000 issue that would materially
impact the Partnership's results of operations, liquidity or capital resources.
However, the Corporate General Partner has no means of ensuring that external
agents will be Year 2000 compliant. The Corporate General Partner does not
believe that the inability of external agents to complete their Year 2000
resolution process in a timely manner will have a material impact on the
financial position or results of operations of the Partnership. However, the
effect of non-compliance by external agents is not readily determinable.

ITEM 7. FINANCIAL STATEMENTS

SHELTER PROPERTIES V

LIST OF FINANCIAL STATEMENTS

Report of Ernst & Young LLP, Independent Auditors

Consolidated Balance Sheet--November 30, 1998

Consolidated Statements of Operations--Years ended November 30, 1998 and
1997

Consolidated Statements of Changes in Partners' Capital (Deficit)--Years
ended November 30, 1998 and 1997

Consolidated Statements of Cash Flows--Years ended November 30, 1998 and
1997

Notes to Consolidated Financial Statements

Report of Ernst & Young LLP, Independent Auditors

The Partners
Shelter Properties V

We have audited the accompanying consolidated balance sheet of Shelter
Properties V as of November 30, 1998, and the related consolidated statements of
operations, changes in partners' capital (deficit) and cash flows for each of
the two years in the period ended November 30, 1998. These financial statements
are the responsibility of the Partnership's management. Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Shelter Properties
V at November 30, 1998, and the consolidated results of its operations and its
cash flows for each of the two years in the period ended November 30, 1998, in
conformity with generally accepted accounting principles.

/s/ERNST & YOUNG LLP
Greenville, South Carolina
January 28, 1999
except for Note B, as to which the date is
February 26, 1999

SHELTER PROPERTIES V

CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)

November 30, 1998

Assets

Cash and cash equivalents $ 3,375

Receivables and deposits 978

Restricted escrows 1,113

Other assets 615

Investment properties (Notes C & F):

Land $ 4,242

Buildings and related personal property 72,097

76,339

Less accumulated depreciation (43,415) 32,924

$39,005

Liabilities and Partners' Capital (Deficit)

Liabilities

Accounts payable $ 203

Tenant security deposit liabilities 360

Accrued property taxes 402

Other liabilities 445

Distribution payable 1,118

Mortgage notes payable (Note C) 31,108

Partners' Capital (Deficit)

Corporate General Partners $ (327)

Limited partners (52,538 units

issued and outstanding) 5,696 5,369

$39,005

See Accompanying Notes to Consolidated Financial Statements

SHELTER PROPERTIES V

CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)

Years Ended November 30,

1998 1997

Revenues:

Rental income $13,238 $12,563

Other income 878 839

Total revenues 14,116 13,402

Expenses:

Operating 5,810 6,187

General and administrative 387 372

Depreciation 2,951 3,018

Interest 2,729 2,768

Property taxes 808 823

Total expenses 12,685 13,168

Net Income (Note D) $ 1,431 $ 234

Net income allocated to Corporate General Partners (1%) $ 14 $ 2

Net income allocated to limited partners (99%) 1,417 232

$ 1,431 $ 234

Net income per limited partnership unit $ 26.97 $ 4.42

Distributions per limited partnership unit $ 67.49 $ 95.16

See Accompanying Notes to Consolidated Financial Statements

SHELTER PROPERTIES V

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)

Limited

Partnership General Limited

Units Partners Partners Total

Original capital contributions 52,538 $ 2 $ 52,538 $52,540

Partners' (deficit) capital

at November 30, 1996 52,538 $ (315) $ 12,593 $12,278

Distributions to partners -- (20) (5,000) (5,020)

Net income for the year

Partners's (deficit) capital -- 2 232 234

at November 30, 1997 52,538 (333) 7,825 7,492

Distributions to partners -- (8) (3,546) (3,554)

Net income for the year ended

November 30, 1998 -- 14 1,417 1,431

Partners' (deficit) capital at

November 30, 1998 52,538 $ (327) $ 5,696 $ 5,369

See Accompanying Notes to Consolidated Financial Statements

SHELTER PROPERTIES V

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

Years Ended November 30,

1998 1997

Cash flows from operating activities:

Net income $ 1,431 $ 234

Adjustments to reconcile net income to net

cash provided by operating activities:

Depreciation 2,951 3,018

Amortization of discounts and loan costs 182 180

Change in accounts:

Receivables and deposits (252) 119

Other assets 67 (37)

Accounts payable 58 (223)

Tenant security deposit liabilities (2) (4)

Accrued property taxes 194 (60)

Other liabilities 9 (108)

Net cash provided by operating activities 4,638 3,119

Cash flows from investing activities:

Property improvements and replacements (1,086) (1,192)

Net withdrawals in restricted escrows 136 36

Net cash used in investing activities (950) (1,156)

Cash flows from financing activities:

Payments on mortgage notes payable (474) (437)

Loan costs -- (12)

Partners' distributions (3,186) (4,270)

Net cash used in financing activities (3,660) (4,719)

Net increase (decrease) in cash and cash equivalents 28 (2,756)

Cash and cash equivalents at beginning of period 3,347 6,103

Cash and cash equivalents at end of period $ 3,375 $ 3,347

Supplemental disclosure of cash flow information:

Cash paid for interest $ 2,550 $ 2,556

Supplemental disclosure of non-cash activity:

Distribution payable $ 1,118 $ 750

See Accompanying Notes to Consolidated Financial Statements

SHELTER PROPERTIES V

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization: Shelter Properties V (the "Partnership" or "Registrant") was
organized as a limited partnership under the laws of the State of South Carolina
on August 21, 1981. The Corporate General Partner responsible for management of
the Partnership's business is Shelter Realty V Corporation, a South Carolina
corporation (the "Corporate General Partner"). The only other general partner of
the Partnership is N. Barton Tuck, Jr. Mr. Tuck is not an affiliate of the
Corporate General Partner and is effectively prohibited by the Partnership's
partnership agreement (the "Partnership Agreement") from participating in the
management of the Partnership. The Corporate General Partner is a subsidiary of
Apartment Investment and Management Company ("AIMCO"). See "Note B - Transfer of
Control." The director and officers of the Corporate General Partner also serve
as executive officers of AIMCO. The Partnership Agreement provides that the
Partnership is to terminate on December 31, 2023 unless terminated prior to such
date. The Partnership commenced operations on July 19, 1983, and completed its
acquisition of apartment properties on January 18, 1984. The Partnership
operates seven apartment properties located in the South and Southeast.

Principles of Consolidation: The financial statements include all the accounts
of the Partnership and its two 99.99% owned partnerships. The Corporate General
Partner of the consolidated partnership is Shelter Realty V Corporation.
Shelter Realty V Corporation may be removed by the Registrant; therefore, the
consolidated partnership is controlled and consolidated by the Registrant. All
significant interpartnership balances have been eliminated.

Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Allocation of Cash Distributions: Cash distributions by the Partnership are
allocated between general and limited partners in accordance with the provisions
of the Partnership Agreement. The Partnership Agreement defines net cash from
operations as revenue received less operating expenses paid, adjusted for
certain specified items which primarily include mortgage payments on debt,
property improvements and replacements not previously reserved, and the effects
of other adjustments to reserves including reserve amounts deemed necessary by
the Corporate General Partner. In the following notes to the financial
statements, whenever "net cash from operations" is used, it has the
aforementioned meaning. The following is a reconciliation of the subtotal in
the accompanying statements of cash flows captioned "net cash provided by
operating activities" to net cash provided by operations, as defined in the
Partnership Agreement. However, "net cash from operations" should not be
considered an alternative to net income as an indicator of the Partnership's
operating performance or to cash flows as a measure of liquidity.

Years Ended November 30,

1998 1997

(in thousands)

Net cash provided by operating activities $ 4,638 $ 3,119

Property improvements and replacements (1,086) (1,192)

Payments on mortgage notes payable (474) (437)

Changes in reserves for net operating

liabilities (74) 313

Changes in restricted escrows, net 136 36

Additional operating reserves (1,240) (1,285)

Net cash provided by operations $ 1,900 $ 554

The Corporate General Partner reserved approximately $1,240,000 and $1,285,000
at November 30, 1998 and 1997, respectively to fund capital improvements and
repairs at its properties.

The Partnership Agreement provides that 99% of distributions of net cash from
operations are allocated to the limited partners until they receive net cash
from operations for such fiscal year equal to 7% of their adjusted capital
values (as defined in the Partnership Agreement), at which point the general
partners will be allocated all net cash from operations until they have received
distributions equal to 10% of the aggregate net cash from operations distributed
to partners for such fiscal year. Thereafter, the general partners will be
allocated 10% of any distributions of remaining net cash from operations for
such fiscal year.

All distributions of distributable net proceeds (as defined in the Partnership
Agreement) from property dispositions and refinancings will be allocated to the
limited partners until each limited partner has received an amount equal to a
cumulative 7% per annum return of the average of the limited partners' adjusted
capital value, less any prior distributions of net cash from operations and
distributable net proceeds, and has also received an amount equal to the limited
partners' adjusted capital value. Thereafter, the general partners receive 1% of
the selling prices of properties sold where they acted as a broker, after which
the limited partners will be allocated 85% of any remaining distributions of
distributable net proceeds and the general partners will receive 15%.

Distributions may be restricted by the requirement to deposit net operating
income (as defined in the mortgage notes for The Lexington and Tar River
Estates) into the Reserve Account until the Reserve Account is funded in an
amount equal to $1,000 per apartment unit for each respective property or
$669,000 in total. As of November 30, 1998, this reserve totaled approximately
$760,000 which includes interest earned on these funds.

Undistributed Net Proceeds from Refinancing: At November 30, 1997, the
Partnership had a balance of $2,785,000 of undistributed net proceeds from prior
refinancings. At November 30, 1998, all proceeds from prior refinancings had
been distributed.

Allocation of Profits, Gains and Losses: Profits, gains and losses of the
Partnership are allocated between general and limited partners in accordance
with the provisions of the Partnership Agreement.

For any fiscal year, to the extent that profits, not including gains from
property dispositions, do not exceed distributions of net cash from operations,
such profits are allocated in the same manner as such distributions. In any
fiscal year in which profits, not including gains from property disposition,
exceed distributions of net cash from operations, such excess is treated on a
cumulative basis as if it constituted an equivalent amount of distributable net
proceeds and is allocated together with, and in the same manner as, that portion
of gain described in the second sentence of the following paragraph.

Any gain from property dispositions attributable to the excess, if any, of the
indebtedness relating to a property immediately prior to the disposition of such
property over the Partnership's adjusted basis in the property shall be
allocated to each partner having a negative capital account balance, to the
extent of such negative balance. The balance of any gain shall be treated on a
cumulative basis as if it constituted an equivalent amount of distributable net
proceeds and shall be allocated to the general partners to the extent that
general partners would have received distributable net proceeds in connection
therewith; the balance shall be allocated to the limited partners. However, the
interest of the general partners will be equal to at least 1% of each gain at
all times during the existence of the Partnership. Accordingly, net income as
shown in the statement of operations and changes in partners' capital (deficit)
for 1998 was allocated 99% to the limited partners and 1% to the general
partners. Net income per limited partnership unit was computed by dividing the
net income allocated to the limited partners by 52,538 units outstanding.

Fair Value of Financial Instruments: Statement of Financial Accounting
Standards ("SFAS") No. 107, "Disclosures about Fair Value of Financial
Instruments," as amended by SFAS No. 119, "Disclosures about Derivative
Financial Instruments and Fair Value of Financial Instruments", requires
disclosure of fair value information about financial instruments, whether or not
recognized in the balance sheet, for which it is practicable to estimate fair
value. Fair value is defined in the SFAS as the amount at which the instruments
could be exchanged in a current transaction between willing parties, other than
in a forced or liquidation sale. The Partnership believes that the carrying
amount of its financial instruments (except for long term debt) approximates
their fair value due to the short term maturity of these instruments. The fair
value of the Partnership's long term debt, after discounting the scheduled loan
payments to maturity, approximates its carrying balance.

Other Reserves: The general partners may designate a portion of cash generated
from operations as "other reserves" in determining net cash from operations. The
general partners designated as other reserves an amount equal to the net
liabilities related to the operations of apartment properties during the current
fiscal year that are expected to require the use of cash during the next fiscal
year. The changes in other reserves during 1998 and 1997 were a decrease of
approximately $74,000 and an increase of approximately $313,000, respectively,
which amounts were determined by considering changes in the balances of
receivables and deposits, other assets, accounts payable, tenant security
deposit liabilities, accrued taxes and other liabilities. At this time, the
general partners expect to continue to adjust other reserves based on the net
change in the aforementioned account balances.

Cash and Cash Equivalents: Includes cash on hand and in banks, money market
funds and certificates of deposit with original maturities less than 90 days.
At certain times, the amount of cash deposited at a bank may exceed the limit on
insured deposits.

Restricted Escrows:

Capital Improvement Account - In conjunction with the 1996 refinancing of the
mortgage notes encumbering Woodland Village, Lake Johnson Mews and Millhopper
Village, capital improvement escrows totaling approximately $549,000 were
established with a portion of the proceeds from the new notes. At November 30,
1998, this reserve totaled approximately $147,000.

Replacement Reserve - As part of the 1996 refinancing, each property deposits
per unit between $275 and $348 per year with the mortgage company to establish
and maintain a Replacement Reserve designated for repairs and replacements at
the properties. At November 30, 1998, this reserve totaled approximately
$162,000.

Reserve Account - At the time of the refinancing of The Lexington and Tar River
Estates mortgage notes payable in 1992, a general reserve account was
established with the refinancing proceeds for each mortgaged property. These
funds were established to cover necessary repairs and replacements of existing
improvements, debt service, out of pocket expenses incurred for ordinary and
necessary administrative tasks, and payment of real property taxes and insurance
premiums. The Partnership is required to deposit net operating income (as
defined in the mortgage note) from each refinanced property to the respective
reserve account until they equal $1,000 per apartment unit or $669,000 in total.
At November 30, 1998, this reserve totaled approximately $760,000 which includes
interest earned on these funds.

Escrows for Taxes and Insurance: Escrows for Foxfire are held by the mortgagor.
Escrows for Lake Johnson Mews, Tar River, The Lexington, Old Salem, Woodland
Village and Millhopper are held by the Partnership. All escrowed funds are
designated for the payment of real estate taxes. These escrows, totaling
approximately $560,000, are included in receivable and deposits.

Depreciation: Depreciation is provided by the straight-line method over the
estimated lives of the apartment properties and related personal property. For
Federal income tax purposes, the accelerated cost recovery method is used (1)
for real property over 15 years for additions prior to March 16, 1984; 18 years
for additions after March 15, 1984, and before May 9, 1985; and 19 years for
additions after May 8, 1985; and before January 1, 1987; and (2) for personal
property over 5 years for additions prior to January 1, 1987. As a result of
the Tax Reform Act of 1986, for additions after December 31, 1986, the modified
accelerated cost recovery method is used for depreciation of (1) real property
additions over 27 1/2 years and (2) personal property additions over 7 years.

Loan Costs: Loan costs of approximately $1,026,000 less accumulated
amortization of approximately $472,000 are included in other assets and are
being amortized on a straight-line basis over the life of the related loans.
During January 1997, in connection with the 1996 refinancing of Woodland
Village, Lake Johnson Mews, and Millhopper Village, additional loan costs of
$12,000 were capitalized.

Tenant Security Deposits: The Partnership requires security deposits from
lessees for the duration of the lease and such deposits are included in
receivables and deposits. The security deposits are refunded when the tenant
vacates provided the tenant has not damaged its space and is current on its
rental payments.

Leases: The Partnership generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on its leases. In
addition, management finds it necessary to offer rental concessions during
particularly slow periods, or in response to heavy competition from other
complexes in the area. Concessions are charged against rental income as
incurred.

Investment Properties: Investment properties consist of seven apartment
complexes and are stated at cost. Acquisition fees are capitalized as a cost of
real estate. In accordance with Financial Accounting Standards Board Statement
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of," the Partnership records impairment losses on long-
lived assets used in operations when events and circumstances indicate that the
assets might be impaired and the undiscounted cash flows estimated to be
generated by those assets are less than the carrying amounts of those assets.
Costs of apartment properties that have been permanently impaired have been
written down to appraised value. The Corporate General Partner relies on the
annual appraisals performed by the outside appraisers for the estimated value of
the Partnership's properties. There are three recognized approaches or
techniques available to the appraiser. When applicable, these approaches are
used to process the data considered significant to each to arrive at separate
value indications. In all instances the experience of the appraiser, coupled
with his objective judgment, plays a major role in arriving at the conclusions
of the indicated value from which the final estimate of value is made. The three
approaches commonly known are the cost approach, the sales comparison approach,
and the income approach. The cost approach is often not considered to be
reliable due to the lack of land sales and the significant amount of
depreciation and, therefore, is often not presented. Upon receipt of the
appraisals, any property which is stated on the books of the Partnership above
the estimated value given in the appraisal, is written down to the estimated
value given by the appraiser. The appraiser assumes a stabilized occupancy at
the time of the appraisal and, therefore, any impairment of value is considered
to be permanent by the Corporate General Partner. No adjustments for the
impairment of value were recorded in the years ended November 30, 1998 or 1997.

Segment Reporting: In June 1997, the Financial Accounting Standards Board
issued Statement of Financial Standards No. 131, "Disclosure about Segments of
an Enterprise and Related Information" ("Statement 131"), which is effective for
years beginning after December 15, 1997. Statement 131 established standards
for the way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports. It also establishes standards for related disclosures about products
and services, geographic areas, and major customers. Management has not
completed its review of Statement 131, but does not anticipate the adoption of
this statement to materially affect the Partnership. The Partnership will adopt
the new requirements retroactively in 1999.

Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising costs of approximately $159,000 and $165,000 for the years ended
November 30, 1998 and 1997, respectively, were charged to operating expense as
incurred.

Reclassifications: Certain reclassifications have been made to the 1997
information to conform to the 1998 presentation.

NOTE B - TRANSFER OF CONTROL

On October 1, 1998, Insignia Financial Group, Inc. merged into Apartment
Investment and Management Company, a publicly traded real estate investment
trust, with AIMCO being the surviving corporation (the "Insignia Merger"). As a
result, AIMCO acquired approximately 51% of the outstanding common shares of
beneficial interest of Insignia Properties Trust ("IPT"), the entity which
controls the Corporate General Partner. Also, effective October 1, 1998 IPT and
AIMCO entered into an Agreement and Plan of Merger pursuant to which IPT was to
be merged with and into AIMCO (the "IPT Merger"). The IPT Merger was
consummated on February 26, 1999. The Corporate General Partner does not
believe that this transaction will have a material effect on the affairs and
operations of the Partnership.

NOTE C - MORTGAGE NOTES PAYABLE

The principal terms of mortgage notes payable are as follows:

<TABLE>
<CAPTION>
Principal Monthly Principal

Balance At Payment Stated Balance

November 30, Including Interest Maturity Due At

Property 1998 Interest Rate Date Maturity

(in thousands) (in thousands)

<S> <C> <C> <C> <C> <C>
Foxfire

1st Mortgage $ 4,611 $ 37 7.50% 05/01/99 $4,595

Old Salem

1st Mortgage 6,413 65 10.375% 12/10/16 65

Woodland Village

1st Mortgage 4,950 30 7.33% 11/01/03 4,950

Lake Johnson Mews

1st Mortgage 4,350 27 7.33% 11/01/03 4,350

The Lexington

1st Mortgage 3,400 31 7.60% 11/15/02 2,870

2nd Mortgage 123 1 7.60% 11/15/02 123

Millhopper Village

1st Mortgage 2,700 16 7.33% 11/01/03 2,700

Tar River Estates

1st Mortgage 4,698 43 7.60% 11/15/02 3,965

2nd Mortgage 169 1 7.60% 11/15/02 169

31,414 $ 251

Less unamortized

discounts (306)

Total $31,108 $23,787

</TABLE>

The Partnership exercised interest rate buy-down options for Tar River and The
Lexington when the debt was refinanced in October 1992, thereby reducing the
stated rate from 8.76% to 7.60%. The fee for the interest rate reduction
amounted to approximately $677,000 and is being amortized as a loan discount on
the interest method over the life of the loans. The unamortized discount fee is
reflected as a reduction of the mortgage notes payable and increases the
effective rate of the debt to 8.76%.

In addition, on November 13, 1996, the Partnership refinanced the mortgage notes
at Woodland Village, Lake Johnson Mews, and Millhopper Village. Gross proceeds
from the refinancing were $12,000,000 of which approximately $8,053,000 was used
to pay off the existing mortgage debts (including accrued interest and pre-
payment penalties). The new notes require monthly interest only payments at a
fixed interest rate of 7.33%, and have balloon payments due on November 1, 2003.
The old debt carried fixed and variable interest rates ranging from 7.5% to 9.5%
with maturities beginning in January 1997.

The mortgage on Foxfire Apartments which originally matured on February 1, 1999,
has been extended for 90 days while replacement financing is negotiated.

The mortgage notes payable are non-recourse and are secured by a pledge of the
respective apartment properties and by pledge of revenues from the respective
apartment properties. Certain of the notes require prepayment penalties if
repaid prior to maturity and prohibit resale of the properties subject to
existing indebtedness. The estimated fair value of the Partnership's aggregate
debt is approximately $31,414,000. This estimate is not necessarily indicative
of the amounts the Partnership may pay in actual market transactions.

Scheduled principal payments of mortgage notes payable subsequent to November
30, 1998, are as follows (in thousands):

1999 $ 5,025

2000 451

2001 490

2002 7,628

2003 12,191

Thereafter 5,629

$31,414

NOTE D - INCOME TAXES

The Partnership has received a ruling from the Internal Revenue Service that it
will be classified as a partnership for Federal income tax purposes.
Accordingly, no provision for income taxes is made in the financial statements
of the Partnership. Taxable income or loss of the Partnership is reported in
the income tax returns of its partners.

The following is a reconciliation of reported net income and Federal taxable
income (loss) (in thousands, except per unit data):

1998 1997

Net income as reported $ 1,431 $ 234

Add (deduct):

Amortization of present value discounts 1 (2)

Depreciation differences (175) (1,077)

Change in prepaid rental 1 50

Other (5) (39)

Change in other liabilities 68 --

Federal taxable income (loss) $ 1,321 $ (834)

Federal taxable income (loss) per limited

partnership unit $ 24.89 $ (15.72)

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities (in thousands):

Net assets as reported $ 5,369

Land and Buildings 6,666

Accumulated depreciation (28,625)

Syndication fees 6,747

Other 2,250

Net deficiency - tax basis $ (7,593)

NOTE E - TRANSACTIONS WITH AFFILIATED PARTIES

The Partnership has no employees and is dependent on the Corporate General
Partner and its affiliates for the management and administration of all
Partnership activities. The Partnership Agreement provides for (i) certain
payments to affiliates for services and (ii) reimbursement of certain expenses
incurred by affiliates on behalf of the Partnership. The following payments were
made to the Corporate General Partner and affiliates during the years ended
November 30, 1998 and 1997:

1998 1997

(in thousands)

Property management fees (included in operating

expenses) $ 710 $ 670

Reimbursement for services of affiliates

(included in general and administrative

expenses and investment properties) 239 286

Included in "reimbursements for services of affiliates" for the years ended
November 30, 1998 and 1997, is approximately $8,000 and $54,000, respectively,
in reimbursements for construction oversight costs.

During the years ended November 30, 1998 and 1997, affiliates of the Corporate
General Partner were entitled to receive 5% of the gross receipts from all of
the Registrant's properties as compensation for providing property management
services. These services were performed by Insignia Residential Group, L.P.
during 1997 and until October 1, 1998 (effective date of the Insignia Merger
(see "Note B" in Item 7. Financial Statements)), at which time AIMCO began
providing such services. The Registrant paid to such affiliates $710,000 and
$670,000 for the years ended November 30, 1998 and 1997, respectively.

Insignia Residential Group, L.P. received reimbursement of accountable
administrative expenses amounting to approximately $203,000 and $286,000 for the
ten month period ended September 30, 1998 and the year ended October 31, 1997,
respectively, which included the reimbursement for construction oversight costs.
For October and November 1998, AIMCO, an affiliate of Corporate General Partner,
received reimbursements for administrative expenses of approximately $36,000.

On July 21, 1998, an affiliate of the Corporate General Partner (the
"Purchaser") commenced a tender offer for limited partnership interests in the
Partnership. The Purchaser offered to purchase up to 19,500 of the outstanding
units of limited partnership interest in the Partnership at $520 per Unit, net
to the seller in cash. The Purchaser acquired 2,722 units pursuant to this
tender offer. As a result of this purchase AIMCO currently owns, through its
affiliates, a total of 22,861 limited partnership units or 43.51% of the
outstanding partnership units as of November 30, 1998; consequently, AIMCO could
be in a position to significantly influence all voting decisions with respect to
the Registrant. Under the Partnership Agreement, unitholders holding a majority
of the Units are entitled to take action with respect to a variety of matters.
When voting on matters, AIMCO would in all likelihood vote the Units it acquired
in a manner favorable to the interest of the Corporate General Partner because
of their affiliation with the Corporate General Partner.

For the period November 1, 1996 to August 31, 1997, the Partnership insured its
properties under a master policy through an agency affiliated with the Corporate
General Partner. However, the insurer was unaffiliated with the Corporate
General Partner. An affiliate of the Corporate General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance
agency which was later acquired by the agent who placed the master policy. The
agent assumed the financial obligations to the affiliate of the Corporate
General Partner which receives payments on these obligations from the agent.
The amount of the Partnership's insurance premiums accruing to the benefit of
the affiliate of the Corporate General Partner by virtue of the agent's
obligations was not significant.

NOTE F - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION

Initial Cost

To Partnership

Buildings Cost

and Related Capitalized

Personal Subsequent to

Description Encumbrances Land Property Acquisition

(in thousands)

Foxfire Apartments $ 4,611 $ 830 $ 9,122 $ 596

Old Salem Apartments 6,413 654 12,664 2,811

Woodland Village Apartments 4,950 605 9,135 2,371

Lake Johnson Mews Apartments 4,350 338 6,725 1,232

The Lexington Apartments 3,523 1,102 6,620 2,199

Millhopper Village Apartments 2,700 239 4,305 1,108

Tar River Estates 4,867 474 9,985 3,224

Totals $31,414 $4,242 $58,556 $13,541

<TABLE>
<CAPTION>
Gross Amount At Which Carried

At November 30, 1998

Buildings

and Related

Personal Accumlated Date of Date Dereciable

Description Land Property Total Depeciation Contruction Acquired Life-Years

(in thousands)

<S>
Foxfire <C> <C> <C> <C> <C> <C> <C>
Atlanta, Georgia $ 830 $9,718 10,548 $ 6,334 1969-1971 07/19/83 5-29

Old Salem
Charlottesville,Virginia 654 15,475 16,129 9,320 1969-1971 08/25/83 5-28

Woodland Village
Columbia, South Carolina 605 11,506 12,111 6,850 1974 09/01/83 5-30

Lake Johnson Mews
Raleigh, North Carolina 338 7,957 8,295 4,543 1972-1973 09/30/83 5-30

The Lexington
Saraota, Florida 1,102 8,819 9,921 4,971 1973-1982 10/31/83 5-34

Millhopper Village
Gainsville, Floida 239 5,413 5,652 3,272 1970-1976 11/22/83 5-29

Tar River Esates
Greeville,North Caroina 474 13,209 13,683 8,125 1969-1972 01/18/84 5-27

Totals $4,242 $72,097 $76,339 $43,415

Reconciliation of "Investment Properties and Accumulated Depreciation":

Years Ended November 30,

1998 1997

(in thousands)

Real Estate

Balance at beginning of year $75,253 $74,061

Property improvements 1,086 1,192

-- --

Balance at end of Year $76,339 $75,253

Accumulated Depreciation

Balance at beginning of year $40,464 $37,446

Additions charged to expense 2,951 3,018

-- --

Balance at end of year $43,415 $40,464

The aggregate cost of the real estate for Federal income tax purposes at
November 30, 1998 and 1997, is approximately $83,005,000 and $81,920,000,
respectively. The accumulated depreciation taken for Federal income tax
purposes at November 30, 1998 and 1997, is approximately $72,041,000 and
$68,914,000, respectively.

NOTE G - LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership commenced an action entitled ROSALIE NUANES, ET AL. V. INSIGNIA
FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs named as defendants, among others,
the Partnership, the Corporate General Partner and several of their affiliated
partnerships and corporate entities. The complaint purports to assert claims on
behalf of a class of limited partners and derivatively on behalf of a number of
limited partnerships (including the Partnership) which are named as nominal
defendants, challenging the acquisition by Insignia Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia
("Insignia Affiliates") of interests in certain Corporate General Partner
entities, past tender offers by Insignia Affiliates to acquire limited
partnership units, the management of partnerships by Insignia Affiliates as well
as a recently announced agreement between Insignia and Apartment Investment and
Management Company. The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership. On June 25, 1998, the
Corporate General Partner filed a motion seeking dismissal of the action. In
lieu of responding to the motion, the plaintiffs have filed an amended
complaint. The Corporate General Partner has filed demurrers to the amended
complaint which were heard during February 1999. The Corporate General Partner
believes this action to be without merit, and intends to vigorously defend it.

On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose Corporate General Partners were, at the
time, affiliates of Insignia filed a complaint entitled EVEREST PROPERTIES, LLC.
V. INSIGNIA FINANCIAL GROUP, INC., ET AL. in the Superior Court of the State of
California, county of Los Angeles. The action involves 44 real estate limited
partnerships (including the Partnership) in which the plaintiffs allegedly own
interests and which Insignia Affiliates allegedly manage or control (the
"Subject Partnerships"). The complaint names as defendants Insignia, several
Insignia Affiliates alleged to be managing partners of the Subject Partnerships,
the Partnership and the Corporate General Partner. Plaintiffs allege that they
have requested from, but have been denied by each of the Subject Partnerships,
lists of their respective limited partners for the purpose of making tender
offers to purchase up to 4.9% of the limited partner units of each of the
Subject Partnerships. The complaint also alleges that certain of the defendants
made tender offers to purchase limited partner units in many of the Subject
Partnerships, with the alleged result that plaintiffs have been deprived of the
benefits they would have realized from ownership of the additional units. The
plaintiffs assert eleven causes of action, including breach of contract, unfair
business practices, and violations of the partnership statutes of the states in
which the Subject Partnerships are organized. Plaintiffs seek compensatory,
punitive and treble damages. The Corporate General Partner filed an answer to
the complaint on September 15, 1998. The Corporate General Partner believes the
claims to be without merit and intends to defend the action vigorously.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The Registrant has no officers or directors. The Individual and Corporate
General Partners are as follows:

Individual General Partner - N. Barton Tuck, Jr., age 60, is the Individual
Corporate General Partner of the Registrant. Mr. Tuck is Chairman of GolfSouth
Management, Inc. Until August 1990, he served as Chairman and Chief Executive
Officer of U.S. Shelter Corporation ("Shelter"), the former parent of AmReal
Corporation (the former parent of the Corporate General Partner of the
Partnership). For six years prior to 1966, Mr. Tuck was employed in Greenville,
South Carolina by the certified public accounting firm of S.D. Leidesdorf &
Company. From 1966 to 1970, he was a registered representative with the
investment banking firm of Harris Upham & Co., Inc. in Greenville, South
Carolina. Since 1970, Mr. Tuck has been engaged in arranging equity investments
for individuals and partnerships. Mr. Tuck is a graduate of the University of
North Carolina. Mr. Tuck has delegated to the Corporate General Partner all of
his authority, as a Corporate General Partner of the Partnership, to manage and
control the Partnership and its business and affairs.

Corporate General Partner - The names and ages of, as well as the positions and
offices held by, the executive officers and director of Shelter Realty V
Corporation are set forth below. There are no family relationships between or
among any officers or directors.

Name Age Position

Patrick J. Foye 41 Executive Vice President and Director

Timothy R. Garrick 42 Vice President - Accounting

Patrick J. Foye has been Executive Vice President and Director of the Corporate
General Partner since October 1, 1998. Mr. Foye has served as Executive Vice
President of AIMCO since May 1998. Prior to joining AIMCO, Mr. Foye was a
partner in the law firm of Skadden, Arps, Slate, Meager & Flom LLP from 1989 to
1998 and was Managing Partner of the firm's Brussels, Budapest and Moscow
offices from 1992 through 1994. Mr. Foye is also Deputy Chairman of the Long
Island Power Authority and serves as a member of the New York State
Privatization Council. He received a B.A. from Fordham College and a J.D. from
Fordham University Law School.

Timothy R. "Randy" Garrick has served as Vice President-Accounting of the
Corporate General Partner and AIMCO since October 1, 1998. Prior to that date,
Mr. Garrick served as Vice President-Accounting Services of Insignia Financial
Group since June of 1997. From 1992 until June of 1997, Mr. Garrick served as
Vice President of Partnership Accounting and from 1990 to 1992 as an Asset
Manager for Insignia Financial Group. From 1984 to 1990, Mr. Garrick served in
various capacities with U.S. Shelter Corporation. From 1979 to 1984, Mr.
Garrick worked on the audit staff of Ernst & Whinney. Mr. Garrick received his
B.S. Degree from the University of South Carolina and is a Certified Public
Accountant.

ITEM 10. EXECUTIVE COMPENSATION

Neither the Individual General Partner nor any of the directors and officers of
the Corporate General Partner received any remuneration from the Registrant.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Except as noted below, no person or entity was known by the Registrant to be the
beneficial owner of more than 5% of the Limited Partnership Units of the
Registrant as of November 30, 1998.

Number

Entity of Units Percentage

Cooper River Properties LLC (an

affiliate of AIMCO) 2,722 5.18%

Insignia Properties LP (an affiliate

of AIMCO) 20,139 38.33%

Cooper River Properties LLC and Insignia Properties LP are indirectly ultimately
owned by AIMCO. Their business address is 55 Beattie Place, Greenville, South
Carolina 29602.

No director or officer of the Corporate General Partner owns any Units. The
Corporate General Partner owns 100 Units as required by the terms of the
partnership agreement governing the Partnership.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Individual General Partner and the Corporate General Partner received
distributions of approximately $8,000 and $20,000 from operations as General
Partners during the fiscal year ended November 30, 1998 and 1997, respectively.
For a description of the share of cash distributions from operations, if any, to
which the general partners are entitled, reference is made to "Item 7. Financial
Statements - Note A - Allocation of Cash Distributions and Allocation of
Profits, Gains and Losses."

1998 1997
(in thousands)

Property management fees (included in operating

expenses) $ 710 $ 670

Reimbursement for services of affiliates

(included in general and administrative

expenses 239 286

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report.

(b) Reports on Form 8-K filed in the fourth quarter of fiscal year 1998:

Current Report on Form 8-K dated October 16, 1998 filed on October 1, 1998
disclosing change in control of Registrant from Insignia Financial Group, Inc.
to AIMCO.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

SHELTER PROPERTIES V

By: Shelter Realty V Corporation
Corporate General Partner

By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President

By: /s/Timothy R. Garrick
Timothy R. Garrick
Vice President - Accounting
(Duly Authorized Officer)

Date: March 1, 1999

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
date indicated.

/s/Patrick J. Foye Date: March 1, 1999
Patrick J. Foye
Executive Vice President and Director

/s/Timothy R. Garrick Date: March 1, 1999
Timothy R. Garrick
Vice President - Accounting
(Duly Authorized Officer)

EXHIBIT INDEX

Exhibit

2.1 Agreement and Plan of Merger, dated as of October 1, 1998 by and
between AIMCO and IPT (incorporated by reference to Current Report on
Form 8-K, dated October 1, 1998).

3 See Exhibit 4(a)

3.1 Second Amended and Restated Bylaws of IPT, dated October 2, 1998
(incorporated by reference to Current Report on Form 8-K, dated
October 1, 1998).

4 (a) Amended and Restated Certificate and Agreement of Limited Partnership
[included as Exhibit A to the Prospectus of Registrant dated May 27,
1983 contained in Amendment No. 1 to Registration Statement No. 2-
81308, of Registrant filed June 8, 1982 (the "Prospectus") and
incorporated herein by reference].

(b) Subscription Agreement and Signature Page [included as Exhibit 4(A)
and 4(B) to the Registration Statement, incorporated herein by
reference].

(c) Promissory Note and Deed of Trust; Assignment of Leases, Rents &
Profits; and Security Agreement between The Mutual Benefit Life
Insurance Company and Shelter Properties V. [Filed as Exhibit 4(c)
to Form 10-K of Registrant filed February 26, 1988 and incorporated
herein by reference].

(d) Registrant agrees to furnish to the Securities and Exchange Commission
upon request a copy of any instrument with respect to long term debt
which does not exceed 10% of the total assets of the Registrant.

10(i) Contracts related to acquisition of properties:

(a) Purchase Agreement dated May 23, 1983, between CFC 1978 Partnership C
and U.S. Shelter Corporation to acquire Foxfire Apartments.*

(b) Purchase Agreement dated May 14, 1983 between Old Salem and U.S.
Shelter Corporation to acquire Old Salem Apartments.*

(c) Purchase Agreement dated April 21, 1983 between Europco Management
Company of America and U.S. Shelter Corporation to acquire Woodland
Village Apartments.*

(d) Purchase Agreement dated May 6, 1983 between Europco Management
Company of America and U.S. Shelter Corporation to acquire Lake
Johnson Mews.*

*Filed as Exhibits 12(a) through 12(D), respectively, to Amendment No. 1 of
Registration Statement No. 2-81308 of Registrant filed May 24, 1983 and
incorporated herein by reference.

(e) Purchase Agreement dated June 17, 1983 between The Lexington
Apartments and U.S. Shelter Corporation to acquire The Lexington
Apartments. [Filed as Exhibit 12(E) to Post-Effective Amendment
No. 1 of Registration Statement No. 2-81308 of Registrant filed
June 27, 1983 and incorporated herein by reference].

(f) Purchase Agreement dated August 26, 1983 between James S. Quincey
and U.S. Shelter Corporation to acquire Millhopper Village
Apartments. [Filed as Exhibit 12(F) to Post-Effective Amendment
No. 1 of Registration Statement No. 2-81308 of Registrant filed
October 13, 1983 and incorporated herein by reference].

(g) Purchase Agreement dated November 21, 1983 between Southwest Realty,
Ltd. and U.S. Shelter Corporation to acquire Greenspoint Apartments
[Filed as Exhibit 10(A) to Form 8-K of Registrant dated December 8,
1983 and incorporated herein by reference].

(h) Purchase Agreement dated December 14, 1983 between Virginia Real
Estate Investors and U.S. Shelter Corporation to acquire Tar River
Estates. [Filed as Exhibit 10(B) to Form 8-K of Registrant dated
December 8, 1983 and incorporated herein by reference].

(i) Promissory Note dated December 10, 1991 and Deed of Trust and Security
Agreement dated December 18, 1991 for the refinancing of Old Salem
Apartments. [Filed as Exhibit 3(d) to Form 10-K of Registrant filed
February 28, 1992 and incorporated herein by reference].

(ii) Form of Management Agreement with U.S. Shelter Corporation subsequently
assigned to Shelter Management Group, L.P. (now known as Insignia
Management Group, L.P.) [Filed as Exhibit 10 (ii) to Form 10-K of
Registrant filed February 26, 1988 and incorporated herein by reference].

(iii) Contracts related to refinancing of debt:

(a) First Deeds of Trust and Security Agreements dated October 28, 1992
between New Shelter Properties V and Joseph Philip Forte (Trustee)
and First Commonwealth Realty Credit Corporation, a Virginia
Corporation, securing the following properties: Tar River and
The Lexington. **

(b) Second Deeds of Trust and Security Agreements dated October 28, 1992
between New Shelter Properties V Limited Partnership and Joseph
Philip Forte (Trustee) and First Commonwealth Realty Credit
Corporation, A Virginia Corporation, securing the following
properties: Tar River and The Lexington. **

(c) First Assignments of Leases and Rents dated October 28, 1992 between
New Shelter Properties V and Joseph Philip Forte (Trustee) and First
Commonwealth Realty Credit Corporation, a Virginia Corporation,
securing the following properties: Tar River and The Lexington. **

(d) Second Assignments of Leases and Rents dated October 28, 1992 between
New Shelter Properties V and Joseph Philip Forte (Trustee) and First
Commonwealth Realty Credit Corporation, a Virginia Corporation,
securing the following properties: Tar River and The Lexington. **

(e) First Deeds of Trust Notes dated October 28, 1992 between New Shelter
Properties V and First Commonwealth Realty Credit Corporation,
relating to the following properties: Tar River and The Lexington. **

(f) Second Deeds of Trust Notes dated October 28, 1992 between New Shelter
Properties V and First Commonwealth Realty Credit Corporation,
relating to the following properties: Tar River and The Lexington.**

**Filed as Exhibits 10 (iii) a through f, respectively, to Form 10-KSB - Annual
or Transitional Report filed February 26, 1993 and incorporated herein by
reference.

(g) Modification to Security Instruments dated January 31, 1994, between
Foxfire V Limited Partnership and John Hancock Mutual Life Insurance
Company, relating to Foxfire Apartments.***

(h) Deposit and Security Agreement dated January 31, 1994, between
Foxfire V Limited Partnership and John Hancock Real Estate Finance,
Inc., relating to Foxfire Apartments.***

***Filed as Exhibits 10(iii) g and h, respectively, to Form 10KSB - Annual or
Transitional Report filed February 28, 1994 and incorporated herein by
reference.

(i) Multifamily Note secured by a Mortgage or Deed of Trust dated
November 1, 1996, between Shelter Properties V and Lehman Brothers
Holdings, Inc., d/b/a Lehman Capital, a Division of Lehman Brothers
Holdings Inc., relating to Woodland Village Apartments.

(j) Multifamily Note secured by a Mortgage or Deed of Trust dated
November 1, 1996, between Shelter Properties V and Lehman Brothers
Holdings, Inc., d/b/a Lehman Capital, a Division of Lehman Brothers
Holdings Inc., relating to Lake Johnson Mews Apartments.

(k) Multifamily Note secured by a Mortgage or Deed of Trust dated
November 1, 1996, between Shelter Properties V and Lehman Brothers
Holdings, Inc., d/b/a Lehman Capital, a Division of Lehman Brothers
Holdings Inc., relating to Millhopper Village Apartments.

27 Financial Data Schedule.

99.1 Current Report on Form 8-K dated October 16, 1998 filed on October 1,
1998 disclosing change in control of Registrant from Insignia
Financial Group, Inc. to AIMCO.

99.2 Irrevocable Limited Proxy, dated October 1, 1998, among AIMCO, Andrew
L. Farkas, James A. Aston and Frank M. Garrison (incorporated by
reference to Current Report on Form 8-K, dated October 1, 1998).

99.3 Shareholder's Agreement, dated October 1, 1998, among AIMCO, Andrew L.
Farkas, James A. Aston and Frank M. Garrison (incorporated by
reference Current Report on Form 8-K, dated October 1, 1998).

</TABLE>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Shelter
Properties V Limited Partnership 1998 Year-End 10-KSB and is qualified in its
entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000712753
<NAME> SHELTER PROPERTIES V
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1998
<PERIOD-END> NOV-30-1998
<CASH> 3,375
<SECURITIES> 0
<RECEIVABLES> 978
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 76,339
<DEPRECIATION> 43,415
<TOTAL-ASSETS> 39,005
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 31,108
0
0
<COMMON> 0
<OTHER-SE> 5,369
<TOTAL-LIABILITY-AND-EQUITY> 39,005
<SALES> 0
<TOTAL-REVENUES> 14,116
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 12,685
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,729
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14
<EPS-PRIMARY> 26.97<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>

</TABLE>